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Microsoft Azure Marketplace Terms

Last updated October 2018

These terms govern your use of the Microsoft Azure Marketplace, the Virtual Machine Gallery, and any other Microsoft Azure feature that enables you to access or purchase products and services which are optimized for use with Azure (“Marketplace”). The Marketplace may include products or services (“Marketplace Offerings” or “Offerings”) published by Microsoft and various third-party publishers (each such publishing party, a “Publisher”).

Purchasing and Billing.

Direct customers. If you have purchased a Microsoft Azure subscription from Microsoft, the following terms are applicable to your purchase of Marketplace Offerings through that subscription:

Payment. You agree to pay all applicable fees related to your use of Marketplace Offerings. These fees are separate and in addition to fees applicable to your use of any Microsoft Azure Services.

Prices. Prices stated for Marketplace Offerings exclude all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Prices may be stated in terms of recurring fees for subscription-type Offerings or in terms of a unit of measurement (such as hours run or transactions performed) for usage-type Offerings.

Payment Instrument. If you have provided a payment method (such as a credit card or other online payment method) to Microsoft in connection with your Microsoft Azure subscription, by purchasing such products, you authorize Microsoft to charge that payment method for your use of Marketplace Offerings.

Billing. The billing and payment terms of your Microsoft Azure subscription agreement applicable to consumption or pay-as-you-go purchases will govern your Marketplace purchases. If you incur charges that are not processed during the billing period of your purchase or use, we may bill you for such charges in a subsequent billing period. We will provide you with a list of charges through your Microsoft Azure account portal, where you can view and print your charges. This is the only billing statement that we provide. Any usage or spend amounts displayed anywhere other than in a final billing statement are only estimates and may not include recent activity or may comprise projections based on previous usage patterns.

Price Increase. If a price increase is made to a Marketplace Offering for which you have an active subscription, we will provide you with 30 days’ notice prior to the increase. Upon expiration of the 30-day notice period, your continued use of the Marketplace Offering will constitute your authorization to be charged at the new price.

Refunds. Unless otherwise provided by law or allowed by a Publisher, all charges are non-refundable.

Billing Corrections. If you discover that we made an error on your bill, you must tell us within 120 days after the error first appears on your bill. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we will have no obligation to correct the error or provide a refund. If we have identified a billing error, we will correct that error within 90 days.

Indirect customers. If you purchased a Microsoft Azure subscription from a reseller, the purchasing and billing terms set forth in your agreement with your reseller will govern your purchase of Marketplace Offerings through that subscription.

General. The following terms are applicable irrespective of the entity from which you purchased your Microsoft Azure subscription.

Reservations. “Reservations” means an advanced purchase of eligible Marketplace Offerings for a specified term and region (e.g. Reserved Software Instances, etc.). Reservations are purchased for specified terms of up to three years. Reservations expire at the end of the specified term. You will not be refunded payment for unused Reservations. Unless indicated otherwise for a particular Marketplace Offering, exchange and cancellation are not available. Reservation pricing will be based on the available pricing at the time of each purchase. Reserved Instances for software do not include the cost of compute.

Automatic Renewal. If the Marketplace Offering you purchased is a subscription with an automatic renewal option, we, or your reseller if applicable, may automatically renew your subscription and charge you for any renewal term, unless you cancel prior to the renewal date.

Free Trials. If you take part in a free trial subscription for a Marketplace Offering, you must cancel your subscription before the end of the trial period to avoid incurring charges. If you do not cancel your subscription before the end of the free trial period, you will thereafter be charged for the Marketplace Offering at the prices stated at the time of purchase. If you create multiple subscriptions to a free trial Offering, the trial period applicable to all such subscriptions will commence on the date that you create your first subscription, and all such subscriptions will convert to paid Offerings thereafter.

Cancelation. We may suspend or cancel your access to Marketplace Offerings if you do not provide an on-time, full payment. Suspension or cancelation of access for non-payment could result in a loss of your data.

Use Rights.

Publisher Terms of Use. Your right to use any Marketplace Offering is governed by separate terms of use provided by the Publisher of the Marketplace Offering (“Terms of Use”). Except for Marketplace Offerings that we publish, we are not a party to and are not bound by any Publisher Terms of Use.

BYOL Offerings. Publishers may make certain Marketplace Offerings available on the condition that you have obtained, outside of the Marketplace, the rights necessary to use such Offerings (“Bring-Your-Own-License (BYOL) Offerings”). If you use any BYOL Offering, you are responsible for ensuring that you have sufficient rights to use the Offering.

Microsoft Software Products. If a third-party Publisher publishes a virtual machine Offering in the Marketplace that includes any Microsoft software product listed at http://azure.microsoft.com/pricing/details/virtual-machines/ (“Microsoft Software Product”):

Microsoft, and not the third party, is the licensor of the Microsoft Software Product;

Your use of the Microsoft Software Product will be subject to the fees for the Microsoft Software Product applicable to your Microsoft Azure subscription or the fees set by your reseller, if applicable, in addition to any fees associated with the third-party Offering; and

Microsoft’s terms, and not the third party’s Terms of Use, will govern your use of any Microsoft Software Product included in the Offering, including your right, if any, to use the Microsoft Software Product outside of Microsoft Azure.

Application Programming Interfaces. We may make available application programming interfaces (“Marketplace APIs”) for use with the Marketplace. If you use any Marketplace APIs to purchase or access Marketplace Offerings, you are responsible for reviewing and complying with the applicable Terms of Use presented in the Marketplace user interface, which may change from time to time. Your use of any Marketplace APIs to purchase Marketplace Offerings will also constitute your authorization to pay all applicable fees in accordance with the payment terms set forth in the Marketplace user interface at the time of purchase.

Privacy and Data Protection.

Information Disclosed to Publishers. If you purchase or use a Marketplace Offering, we may share with the Publisher of such Offering your contact information and details about the transaction. We will not share your Customer Data with any Publisher without your permission.

Publisher Privacy Policies. Publishers are responsible for providing privacy statements that describe their privacy practices with respect to Customer Data collected by their Offerings or any customer information that they receive from Microsoft. Unless indicated otherwise in connection with a Marketplace Offering published by Microsoft, Microsoft’s privacy, security, and data location and data retention policies will not apply to any Marketplace Offering or to Publishers’ use of any Customer Data or other customer information.

Processing of Personal Data. To the extent Microsoft is a processor or subprocessor of personal data in connection with the provision of Offerings, Microsoft makes the commitments in the European Union General Data Protection Regulation Terms of the Online Services Terms to all customers effective May 25, 2018, at http://go.microsoft.com/?linkid=9840733

Miscellaneous.

Financial data. Certain Marketplace Offerings may contain financial data. Microsoft is not a broker/dealer or registered investment advisor under U.S. federal securities law or securities laws of other jurisdictions and does not advise individuals as to the advisability of investing in, purchasing, or selling securities or other financial products or services. Nothing contained in the Marketplace is an offer or solicitation to buy or sell any security. Neither Microsoft nor its licensors of stock quotes or index data endorse or recommend any particular financial products or services. Nothing in the Marketplace, including any datasets or financial applications, are intended as professional advice, including but not limited to, investment or tax advice.

Throttling. We may limit the number of requests that you can make to the Marketplace to protect our system or to enforce reasonable limits on your use of the Marketplace. Additionally, publishers may place restrictions on the number of requests that you can make to their services, which will be enforced by Microsoft (“Specific Throttling”). Specific Throttling limits may be displayed on the publisher’s content detail page for which they apply. The Specific Throttling limits may be changed at any time, with or without notice.